When is this required?
Under Art. 652f CO, a licensed auditor must verify the capital increase report and confirm in writing that it is complete and accurate in the following situations:
- Contribution in kind : a non-cash asset is contributed to the share capital (machinery, vehicles, real estate, patents, client portfolio, business, etc.).
- Debt-to-equity conversion : a debt owed to a shareholder or third party is converted into share capital.
- Incorporation of reserves : freely available equity reserves are incorporated into the share capital.
- Acquisition of assets : the company acquires assets from a shareholder in connection with the capital increase.
- Limitation or cancellation of preferential subscription rights.
The attestation is not required when the contribution is made entirely in cash, the capital increase does not involve an acquisition of assets, and preferential subscription rights are neither limited nor cancelled (Art. 652f para. 2 CO).
What is the auditor's role?
The licensed auditor is not simply a witness to the transaction. The auditor independently reviews the capital increase report prepared by the board of directors and confirms:
- That the description is complete, the report must describe the contributions, their value and the basis for that valuation in full, without reference to external documents.
- That the report is accurate, the value of the contributions is verifiable and supported by market prices, applicable depreciation and the usefulness of the asset to the company.
- That the legal and statutory requirements have been met, form, timing, capital release, registration with the commercial register.
This attestation protects shareholders and creditors by ensuring that the share capital recorded on the balance sheet corresponds to real assets that have been properly valued.
Common transactions
- A sole trader contributes their business (client base, equipment, vehicles) to a newly incorporated SA or Sarl.
- A shareholder converts a shareholder loan into share capital to strengthen the company's equity base.
- A group reorganises its subsidiaries by contributing shareholdings in kind.
- A company incorporates its discretionary reserves into the share capital.
- Real estate is contributed to a property holding company at incorporation or in a subsequent capital increase.
Our involvement
We work in coordination with your notary and, where applicable, your corporate lawyer. Our work covers:
- Review of the capital increase report prepared by the board of directors.
- Verification of the valuation of contributions (supporting documents, independent appraisal where required, consistency with market prices).
- Issuance of the written verification attestation required under Art. 652f CO.
- Coordination with the notary for the amendment filing with the commercial register.